UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): February
2, 2006
LivePerson,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-30141
|
13-3861628
|
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
462
Seventh Avenue, 21st Floor, New York, New York
|
10018
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code:
(212) 609-4200
|
|
_____________________
(Former
name or former address, if changed since last
report)
|
_____________________
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
2.02.
Results
of Operations and Financial Condition.
A
copy of
the press release issued by LivePerson, Inc. on February 2, 2006, announcing
its
results of operations and financial condition for the quarter and year ended
December 31, 2005, is included herewith as Exhibit 99.1 and is incorporated
herein by reference. The information included in this Current Report on Form
8-K
(including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02
shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section or Sections 11 and 12(a) (2) of the Securities
Act
of 1933, as amended. The information contained herein and in the accompanying
exhibit shall not be incorporated by reference into any filing of the
Registrant, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, unless expressly incorporated
by
specific reference into such filing.
Item
9.01.
Financial
Statements and Exhibits.
(c)
Exhibits. The following documents are included as exhibits to this
report:
99.1
Press
release issued February 2, 2006.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
LIVEPERSON,
INC.
(Registrant)
|
|
|
Date:
February 2, 2006
|
By:
|
/s/
TIMOTHY E.
BIXBY
|
|
Timothy
E. Bixby
|
||
|
President,
Chief Financial Officer and
Secretary
|
EXHIBIT
INDEX
|
99.1
|
Press
release issued February 2, 2006.
|
|
For
Immediate Release
Media
Contacts:
Tim
Bixby
LivePerson,
Inc.
(212)
609-4200
bixby@liveperson.com
|
Budd
Zuckerman
Genesis
Select Corp.
(303)
415-0200
budd@genesisselect.com
|
LivePerson
Reports Fourth Quarter Revenue Increase of 37% to $6.3
million
Quarterly
Revenue Increases 10% from Prior Quarter
NEW
YORK,
NY - February 2, 2006 - LivePerson, Inc. (Nasdaq: LPSN), a provider of online
conversion solutions, today announced financial results for the fourth quarter
ended December 31, 2005.
Revenue
for the fourth quarter was $6.3 million, a 37% increase from the fourth quarter
of 2004, and a 10% sequential increase versus the third quarter of 2005. Revenue
for the full year 2005 was $22.3 million, a 28% increase from $17.4 million
in
the prior year. Revenue growth was due primarily to new deployments of
TimpaniTM
Sales
& Marketing, and continuing strong sales of LivePerson Pro to small and
mid-size business customers. Timpani Sales & Marketing analyzes website
traffic in real time, enabling LivePerson clients to proactively engage
high-value buyers based on their shopping behavior, thereby increasing online
customer conversion rates.
“We
are
very pleased with the results for the quarter,” CEO Robert LoCascio said. “We
attained our goal of double-digit sequential revenue growth in the fourth
quarter to cap off a very strong year. The continued acceptance of Timpani
Sales
& Marketing by some of the world’s leading companies reflects the growing
importance these organizations place on engaging their online customers. We
are
also pleased with the continued expansion of the LivePerson Pro customer base
of
small and mid-size businesses.”
LivePerson
signed several new blue-chip clients during the quarter, adding two more of
the
ten largest financial institutions in the US, and currently counts six of the
12
largest US financial institutions among its clients. LivePerson also recently
added one of the four leading online travel companies, another of the leading
search technology providers, and two of the world’s leading theme park operating
companies to its client roster.
Net
income for the fourth quarter of 2005 was $1.1 million or $0.03 per share as
compared to net income of $0.3 million or $0.01 per share in the fourth quarter
of 2004, and net income of $0.7 million or $0.02 per share in the third quarter
of 2005. Net income for the year was $2.5 million or $0.07 per share, as
compared to $2.1 million or $0.06 per share in the prior year.
Earnings
before interest, taxes, depreciation, amortization and non-cash compensation
(EBITDA) for the fourth quarter of 2005 was $1.3 million as compared to $0.6
million in the fourth quarter of 2004 and $1.2 million in the third quarter
of
2005. EBITDA for the year was $4.0 million as compared to $3.3 million in the
prior year.
The
Company’s cash balance increased by $4.7 million or 38% to $17.1 million at
December 31, 2005 as compared to the prior year. The Company’s effective book
tax rate for the year was 21%.
The
difference between EBITDA per share, a non-GAAP measure, and GAAP EPS, is
interest, taxes, depreciation, amortization and non-cash compensation.
A
reconciliation of the differences between EBITDA and the most comparable
financial measure calculated and presented in accordance with generally accepted
accounting principles (GAAP) is located under the heading “Reconciliation of
Non-GAAP Financial Information to GAAP” immediately following the Condensed
Consolidated Statements of Income included in this press release.
LivePerson
considers EBITDA and cash from operations to be important financial indicators
of the company's operational strength and the performance of its business.
EBITDA should be considered in addition to results prepared in accordance with
GAAP, but should not be considered a substitute for, or superior to, GAAP
results. The non-GAAP measures included in this press release have been
reconciled to the nearest GAAP measure in the table below.
Financial
Expectations
The
company currently expects the following financial results:
|
·
|
Revenue
of $6.75-$6.85 million for the first quarter of
2006
|
|
·
|
EBITDA
of $0.03 per share and GAAP EPS of $0.01 for the first quarter of
2006
|
|
·
|
Revenue
of $30.0 - $30.5 million for the full year
2006
|
|
·
|
EBITDA
of $0.16 per share and GAAP EPS of $0.05 for the full year
2006
|
|
·
|
An
effective tax rate of 40% for the full year
2006
|
These
GAAP EPS expectations already include the estimated impact of a change in
accounting policy related to adopting SFAS 123(R) as of January 1, 2006. This
change is expected to decrease net income per share by $0.05 and $0.01, for
the
full year 2006 and the first quarter of 2006, respectively, based upon the
number of options outstanding as of December 31, 2005. This impact may change
based upon additional stock option grants, if any, methodology refinement or
other factors.
|
LivePerson,
Inc.
|
||||||||||||
|
Condensed
Consolidated Statements of Income
|
||||||||||||
|
(In
Thousands, Except Share and Per Share Data)
|
||||||||||||
|
Unaudited
|
|
Three
Months Ended
|
Year
Ended
|
||||||||||||
|
December
31,
|
December
31,
|
||||||||||||
|
2005
|
2004
|
2005
|
2004
|
||||||||||
|
Total
revenue
|
$
|
6,316
|
$
|
4,596
|
$
|
22,277
|
$
|
17,392
|
|||||
|
Operating
expenses:
|
|||||||||||||
|
Cost
of revenue
|
1,300
|
771
|
4,297
|
2,888
|
|||||||||
|
Product
development
|
672
|
530
|
2,699
|
2,000
|
|||||||||
|
Sales
and marketing
|
2,086
|
1,462
|
6,975
|
5,183
|
|||||||||
|
General
and administrative
|
1,058
|
1,325
|
4,458
|
4,456
|
|||||||||
|
Amortization
of other intangibles
|
232
|
230
|
931
|
792
|
|||||||||
|
Total
operating expenses
|
5,348
|
4,318
|
19,360
|
15,319
|
|||||||||
|
Income
from operations
|
968
|
278
|
2,917
|
2,073
|
|||||||||
|
Other
income, net
|
117
|
36
|
300
|
77
|
|||||||||
|
Income
before provision for income taxes
|
1,085
|
314
|
3,217
|
2,150
|
|||||||||
|
Provision
for income taxes
|
(63
|
)
|
-
|
675
|
58
|
||||||||
|
Net
income
|
$
|
1,148
|
$
|
314
|
$
|
2,542
|
$
|
2,092
|
|||||
|
Basic
net income per common share
|
$
|
0.03
|
$
|
0.01
|
$
|
0.07
|
$
|
0.06
|
|||||
|
Diluted
net income per common share
|
$
|
0.03
|
$
|
0.01
|
$
|
0.06
|
$
|
0.05
|
|||||
|
Weighted
average shares outstanding used in basic net
|
|||||||||||||
|
income
per common share calculation
|
37,750,875
|
37,370,093
|
37,557,722
|
37,263,378
|
|||||||||
|
Weighted
average shares outstanding used in diluted net
|
|||||||||||||
|
income
per common share calculation
|
40,616,738
|
39,410,072
|
39,885,328
|
39,680,304
|
|||||||||
|
LivePerson,
Inc.
|
||||||||||||
|
Reconciliation
of Non-GAAP Financial Information to GAAP
|
||||||||||||
|
(In
Thousands, Except Share and Per Share Data)
|
||||||||||||
|
Unaudited
|
Unaudited
Supplemental Data
The
following information is not a financial measure under generally accepted
accounting principles (GAAP). In addition, it should not be construed
as an
alternative to any other measures of performance determined in accordance
with
GAAP, or as an indicator of our operating performance, liquidity or cash
flows
generated by operating, investing and financing activities as there may
be
significant factors or trends that it fails to address. We present this
financial information because we believe that it is helpful to some investors
as
one measure of our operations. We caution investors that non-GAAP financial
information, by its nature, departs from traditional accounting conventions;
accordingly, its use can make it difficult to compare our results with
our
results from other reporting periods and with the results of other
companies.
|
Three
Months Ended
|
Year
Ended
|
|||||||||||
|
December
31,
|
December
31,
|
|||||||||||
|
2005
|
2004
|
2005
|
2004
|
|||||||||
|
Net
income in accordance with generally
|
||||||||||||
|
accepted
accounting principles
|
$
|
1,148
|
$
|
314
|
$
|
2,542
|
$
|
2,092
|
||||
|
Add/(less):
|
||||||||||||
|
(a)
Amortization
of other intangibles
|
232
|
230
|
931
|
792
|
||||||||
|
(b)
Non-cash
compensation
|
-
|
59
|
-
|
246
|
||||||||
|
(c)
Depreciation
|
56
|
46
|
171
|
217
|
||||||||
|
(d)
Provision
for income taxes
|
(63
|
)
|
-
|
675
|
58
|
|||||||
|
(e)
Interest
income, net
|
(117
|
)
|
(36
|
)
|
(300
|
)
|
(77
|
)
|
||||
|
EBITDA
(1)
|
$
|
1,256
|
$
|
613
|
$
|
4,019
|
$
|
3,328
|
||||
|
Diluted
EBITDA per common share
|
$
|
0.03
|
$
|
0.02
|
$
|
0.10
|
$
|
0.08
|
||||
|
Weighted
average shares used in diluted EBITDA
|
||||||||||||
|
per
common share
|
40,616,738
|
39,410,072
|
39,885,328
|
39,680,304
|
||||||||
|
EBITDA
|
$
|
1,256
|
$
|
613
|
$
|
4,019
|
$
|
3,328
|
||||
|
Add/(less):
|
||||||||||||
|
Changes
in operating assets and liabilities
|
255
|
(396
|
)
|
263
|
(1,318
|
)
|
||||||
|
Provision
for doubtful accounts
|
-
|
15
|
30
|
30
|
||||||||
|
Provision
for income taxes
|
63
|
-
|
(675
|
)
|
(58
|
)
|
||||||
|
Deferred
income taxes
|
(32
|
)
|
8
|
666
|
8
|
|||||||
|
Interest
income, net
|
117
|
36
|
300
|
77
|
||||||||
|
Net
cash provided by operating activities
|
$
|
1,659
|
$
|
276
|
$
|
4,603
|
$
|
2,067
|
||||
|
(1)
Earnings before interest, taxes, depreciation and
amortization.
|
||||||||||||
|
LivePerson,
Inc.
|
|||||||
|
Condensed
Consolidated Balance Sheets
|
|||||||
|
(In
Thousands, Except Share and Per Share Data)
|
|||||||
|
Unaudited
|
|
December
31, 2005
|
December
31, 2004
|
||||||
|
ASSETS
|
|||||||
|
Current
assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
17,117
|
$
|
12,425
|
|||
|
Accounts
receivable, net
|
1,727
|
1,641
|
|||||
|
Prepaid
expenses and other current assets
|
591
|
475
|
|||||
|
Total
current assets
|
19,435
|
14,541
|
|||||
|
Property
and equipment, net
|
575
|
384
|
|||||
|
Intangibles,
net
|
790
|
1,721
|
|||||
|
Security
deposits
|
180
|
166
|
|||||
|
Other
assets
|
446
|
338
|
|||||
|
Total
assets
|
$
|
21,426
|
$
|
17,150
|
|||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable
|
$
|
346
|
$
|
262
|
|||
|
Accrued
expenses
|
1,803
|
1,666
|
|||||
|
Deferred
revenue
|
1,618
|
1,330
|
|||||
|
Total
current liabilities
|
3,767
|
3,258
|
|||||
|
Other
liabilities
|
446
|
338
|
|||||
|
Commitments
and contingencies
|
|||||||
|
Total
stockholders' equity
|
17,213
|
13,554
|
|||||
|
Total
liabilities and stockholders' equity
|
$
|
21,426
|
$
|
17,150
|
|||
About
LivePerson
LivePerson
is a provider of online conversion solutions. Our hosted software enables
companies to identify and proactively engage online visitors—increasing sales,
satisfaction and loyalty while reducing service costs. Combining web-interaction
technology (chat, email and a self-service knowledgebase) with a deep
understanding of consumer behavior and industry best practices, LivePerson’s
TimpaniTM
platform
engages the right customer, at the right time, with the right communications
channel. This Engagement Marketing platform creates more relevant, compelling
and personalized experiences—converting traffic into revenues, and facilitating
real-time sales and customer service. More than 4,000 companies including
EarthLink, Hewlett-Packard, Microsoft, Qwest and Verizon rely on LivePerson
to
help maximize the return on their marketing and e-commerce investments.
LivePerson is headquartered in New York City.
EBITDA
Financial Disclosure
Investors
are cautioned that the EBITDA, or earnings before interest, taxes, depreciation,
amortization and non-cash compensation, information contained in this press
release is not a financial measure under generally accepted accounting
principles. In addition, it should not be construed as an alternative to any
other measures of performance determined in accordance with generally accepted
accounting principles, or as an indicator of our operating performance,
liquidity or cash flows generated by operating, investing and financing
activities, as there may be significant factors or trends that it fails to
address. We present this financial information because we believe that it is
helpful to some investors as one measure of our performance. We caution
investors that non-GAAP financial information such as EBITDA, by its nature,
departs from traditional accounting conventions; accordingly, its use can make
it difficult to compare our current results with our results from other
reporting periods and with the results of other companies.
Forward
Looking Statements
Statements
in this press release regarding LivePerson that are not historical facts are
forward-looking statements and are subject to risks and uncertainties that
could
cause actual future events or results to differ materially from such statements.
Any such forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. It is
routine for our internal projections and expectations to change as the quarter
progresses, and therefore it should be clearly understood that the internal
projections and beliefs upon which we base our expectations may change prior
to
the end of the quarter. Although these expectations may change, we are under
no
obligation to inform you if they do. Our company policy is generally to provide
our expectations only once per quarter, and not to update that information
until
the next quarter. Actual events or results may differ materially from those
contained in the projections or forward-looking statements. The following
factors, among others, could cause our actual results to differ materially
from
those described in a forward-looking statement: our history of losses; potential
fluctuations in our quarterly and annual results; responding to rapid
technological change and changing client preferences; competition in the
real-time sales, marketing and customer service solutions market; continued
use
by our clients of the LivePerson services and their purchase of additional
services; technology systems beyond our control and technology-related defects
that could disrupt the LivePerson services; risks related to adverse business
conditions experienced by our clients; our dependence on key employees;
competition for qualified personnel; the impact of new accounting rules,
including the requirement to expense stock options; the possible unavailability
of financing as and if needed; risks related to the operational integration
of
acquisitions; risks related to our international operations, particularly our
operations in Israel, and the current civil and political unrest in that region;
risks related to protecting our intellectual property rights or potential
infringement of the intellectual property rights of third parties; our
dependence on the continued use of the Internet as a medium for commerce and
the
viability of the infrastructure of the Internet; and risks related to the
regulation or possible misappropriation of personal information. This list
is
intended to identify only certain of the principal factors that could cause
actual results to differ from those discussed in the forward-looking statements.
Readers are referred to the reports and documents filed from time to time by
us
with the Securities and Exchange Commission for a discussion of these and other
important risk factors that could cause actual results to differ from those
discussed in forward-looking statements.